SEC Info - Muni Amit - ‘4’ for 1/25/20 re: WisdomTree Investments, Inc.

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Muni Amit

(Last)

(First)

(Middle)

C/O WISDOMTREE INVESTMENTS, INC.

245 PARK AVENUE, 35TH FLOOR

(Street)

NEW YORK

10167

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WisdomTree Investments, Inc. [ WETF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
1/25/20

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	1/25/20		A		35,602 ⁽¹⁾	A	$0.00	714,539 ⁽²⁾	D
Common Stock	1/25/20		F		17,052 ⁽³⁾	D	$0.00	697,487 ⁽²⁾	D
Common Stock	1/28/20		S		28,500 ⁽⁴⁾	D	$3.8712 ⁽⁵⁾	668,987 ⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Based Restricted Stock Units	$0.00	1/25/20		A		8,900		1/25/23	⁽⁶⁾ ⁽⁷⁾	Common Stock	8,900	$0.00	8,900	D

Explanation of Responses:

(1) Restricted stock awarded by Issuer on January 25, 2020 and vesting as to (i) 11,867 shares on each of January 25, 2021 and 2022 and (ii) 11,868 shares on January 25, 2023.

(2) Includes restricted stock awards which vest as to (i) 53,572 shares on January 25, 2021, (ii) 41,151 shares on January 25, 2022 and (iii) 11,868 shares on January 25, 2023.

(3) Surrender of common stock to Issuer upon vesting of restricted stock award to cover withholding taxes.

(4) The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan established by the Reporting Person on December 13, 2019. Accordingly, the Reporting Person had no discretion with regard to the timing of the transaction. All sales by the Reporting Person are subject to the Issuer's equity ownership requirements.

(5) The price included in Column 4 is an average weighted price. These shares were sold in multiple transactions at prices ranging from $3.83 to $3.905, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 5 of this Form 4.

(6) On the third anniversary of the grant date, the Performance-Based Restricted Stock Units ("PRSUs") will vest and the number of shares of the Issuer's common stock ("Common Stock") to be issued pursuant to the PRSUs will be determined based on the total shareholder return ("TSR") of the Common Stock relative to the respective TSRs of the stocks of a peer group of companies, each measured over a three-year period from the date of grant of the PRSUs. The number of shares of Common Stock to be issued upon vesting of the PRSUs will range between 0% to 200% of the number of shares indicated above (the target share amount).

(7) (Continuation of Footnote 6) - If the Reporting Person's employment is terminated under certain circumstances or a change of control occurs prior to the third anniversary of the grant date, all or a portion of the PRSUs will vest and the number of shares of Common Stock to be issued pursuant to the PRSUs will be determined at such time, based on the respective TSRs of the Common Stock and the stocks of the peer group, each measured from the grant date to the accelerated vesting date. PRSUs have no voting rights and are generally non-transferable.

Remarks:

	/s/ Marci Frankenthaler, Attorney-in-Fact	1/28/20
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

____________ Transaction Codes:
A	Grant, award or other acquisition pursuant to Rule 16b-3(d).
F	Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3.
S	Open market or private sale of non-derivative or derivative security.

Muni Amit – ‘4’ for 1/25/20 re: WisdomTree Investments, Inc.

On: Tuesday, 1/28/20, at 5:20pm ET · For: 1/25/20 · Accession #: 1209191-20-5221 · File #: 1-10932

Previous ‘4’: ‘4’ on / for 2/4/19 · Next: ‘4’ on / for 1/15/21 · Latest: ‘4’ on 1/27/21 for 1/25/21

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Muni Amit – ‘4’ for 1/25/20 re: WisdomTree Investments, Inc.

On: Tuesday, 1/28/20, at 5:20pm ET · For: 1/25/20 · Accession #: 1209191-20-5221 · File #: 1-10932

Previous ‘4’: ‘4’ on / for 2/4/19 · Next: ‘4’ on / for 1/15/21 · Latest: ‘4’ on 1/27/21 for 1/25/21

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents